Fight on! The Great heroes of the Omniverse!
by Galvantula866
Summary: The final part of the Diagon Trilogy. Having lost his world, Ben must finish the fight with Diagon. Can Ayu, Nayuki, Mai, Shiori, Sayuri and Mishio help him with that? Or will Diagon win and doom all worlds to his rule? Ben/Nayuki
1. Freezing to death

**Disclaimer: Ben 10 is the property of Man of Action and Cartoon Network. Kanon is the property of Key. I do not wish to gain monetary gain from this work. All other characters are the property of their respective owners**

**AN:** When a grey line pops up, that means that this is a flashback scene. When a new grey line shows up, that means that we're back to present time. Hope that helps you all out.

* * *

_Somewhere in Japan..._

It was midnight and a harsh blizzard was blowing. No sane person would even think to be out in this mess, but Ben Tennyson was never totally sane. At least, that was what Gwen always told him. But lately he was starting to wonder if perhaps she was right all along.

Ever since Vilgax destroyed his universe during his last battle with him, Ben was left homeless in a sense, though thanks to the aid of dear friends at least Rook's world was saved. Now he was in the dimension where it was located. Fat load of help Rusty Venture was getting them here. Thanks to his crappy tech, the two Plumbers were separated from one another and Ben was unsure where the Hell he was.

* * *

_Two weeks ago, in the dimension of the Venture Bros..._

"It was a royal hassle to get this done for you two, but I was able to get a dimensional portal up and running," Rusty Venture grumbled as he wiped the dust off his glasses' lenses. "I must add that as long as Rook is holding onto the retriever device, you two can come back here."

Admittedly, Rusty was hoping that the two Plumbers would find Rook's home and be done with him, at least for a while. The Kamen Rider Club were a big help, but they were overly friendly at times, and for someone who enjoys time by himself, they wore on Rusty at times.

From where the warpgate was, Ben had just finished the last tweaks to it. Soon the device roared to life and a world unlike anything Ben had seen before was practically right in front of their eyes.

It was a quiet little burg deep within Japan, with a subtle magic in the air. The last of Winter's snow and ice was melting away, and Spring was close by. Ben could tell that this shall be their new home. After Vilgax unleashed the dreaded "Annihilarg" and wiped out Ben's universe, he and Rook were in dire need of a universe for themselves.

"Again, we must thank you for your hospitality, Dr. Venture. We hope to see you when your affairs are in order," Rook said in a polite tone of voice.

Ben, with a wide grin on his young face, chipped in with "You are so awesome, man! When we get the bugs worked out, we gotta catch up with the KRC!" Rusty shuddered at hearing that, but that was due in part of all the drama that happened during their stay. He did like them, he just wanted some time to unwind.

With their goodbyes said and done, Ben and Rook were on their way to the universe that they found not too long ago.

But things are never that simple. No sooner than the two were inside, a brownout stuck the Venture Compound, separating the two and throwing them at random spots, Ben in the forest and Rook halfway to the city limits.

"Oh Crap." Rusty was a cheap miser at times and brownouts were the norm at the Venture Compound. He didn't care when they happened, but now was the WORST time for one to happen.

But Dr. Venture knew that Ben was a survivor. He wasn't about to just give up and die, right?

* * *

_ The suburbs..._

"At_ least the Omnitrix still works!" _he bitterly thought to himself, as he struggled to stay warm. That was in itself a losing battle. If he did not die from overexposure, surely some wild animal would kill him. Ben, depressed as he was, did not welcome death just yet. There was still work to be done and so little time to finish.

The last part of Diagon, the dark god that started this whole drama filled nightmare, was in the body of Julie Yamamoto. The first two pieces were destroyed by Ben and the aid of others. He also had to worry about Albedo and who knows what else?

Ben had been lost here for two weeks. Forced to live off the land, he had grown gaunt and ill; bags formed under his tired eyes. His shirt and pants were ripped and his shoes were worn out from all the walking he had done. By this point, his hair had grown out to be touching his lower back.

But now he had reached the end of the road. Finally he had given up on finding Rook or anyone. Now he was ready to die once again.

"I gave it my all! I fought for the safety of others since I was ten! What more do you want from me?!" he cried out in rage. But there was no one there to answer back. Only the cold winds were there to catch his words.

Regaining his bearings, Ben continued. "Okay, sure, I screwed up by bragging about how great I was and pissing off Gwen, Kevin, Azmuth, Rook...Julie." Saying the last name was painful for Ben, for she was the love of his life. "But I learned that I was acting like a tool and got past that! Must I suffer more to please the gods? I LOST MY WHOLE UNIVERSE! I can't go any lower than this!" Ben raged, before falling to his knees and crying.

"I can't fall anymore. So why must I go on like this?" he softly sobbed, hot tears falling to the cold snow. Then dreamless sleep befell the Plumber.

_ Not too far from where Ben is right now..._

A young blonde man was just a few steps from where Ben was right now. He was lost in his thoughts, as per his usual pattern. He dreamt of the day he would be able to marry Kaori, the girl of his dreams. However, Kaori was still recovering from a painful ordeal, nearly losing her younger sister to an unknown illness that was cured, as if by magic.

* * *

_ Two weeks ago..._

"You don't want to see me?" Jun whimpered in front of his self-proclaimed girlfriend, Kaori. "I know you want to spend time with your younger sister, but am I going to be that much of a bother to you two?"

Brushing her curly brown hair from her eyes, Kaori breathed in deeply and explained to Jun just why she needed some time apart from Jun.

"It's not that I hate you. It's because I was so horrible to Shiori, not acting like she wanted to live. I was acting like a selfish brat and I must make up for what I did to her, as well as the others." Tears were in her eyes now, the painful memories still fresh in her mind. "I just need my space until I can face the others, including Nayuki. I was a horrible friend to her, lying about my sister."

Jun wanted to answer back, that Kaori was nowhere near the monster she views herself as, but Kaori raised a hand to keep him quiet.

"Please just do this for me, okay?" she sobbed before hugging him tightly. He returned the gesture and allowed her to get some of her frustrations out. When Kaori finished, she ran back to her house, ready to start being the sister that Shiori deserved.

Kaori soon left on her way to mend her relationships with Shiori, leaving Jun alone to his devices. For the first time since he met Kaori, he was alone. It was an alien feeling to him, but he knew he had to solider on. For Kaori and everyone else.

* * *

_ Present day..._

Since it had only been two weeks since that fateful day, Jun had begun taking long walks to give the girls time to process the information of what had happened. But as was his luck, a blizzard started right when he was about to go home.

"Crap," he muttered. With this storm going on, he had no choice but to go to the Minase residence. It wasn't that he disliked going there. On the contrary, he loved going there, as he was also close friends with the younger girl that lived there as well.

He was all set to head over there when he overheard Ben hollowing over how much pain he was in. Turning to where he heard the voice, he ran as fast as he could to his location.

Jun was stunned to see a younger boy in a black and green T-shirt and tan cargo pants laying down in the snow, his skin blue as death. He knew that he could not leave this boy here to die, so he scooped him up in his arms and carried him to the Minase house.

It was the longest half hour of Jun's life, but he was able to get Ben to the Minase household. Since no one was home right now, he used the key that the older woman gave him and let himself in.

But he had to save the boy's life. Jun may be clumsy and lacking in tact, but he is not heartless. In fact, he has a big and caring feeling towards most everybody that he meets.

He would save this boy, no matter what...

**Next time: Ben wakes up in his future home and causes a scene there with the local residents.**

**Jun knows what Ben really is by this time, but how did he come across this knowledge? You'll learn about that and more in the next chapter! **


	2. A lot to absorb for Yuuichi

**DISCLAIMER: All characters and themes are the property of their respective owners**

_The Minase residence..._

Ben woke up in a small room that was once home to a dear friend of the Minase's. Unsure as to why someone would bring him to a stranger's house and bother to give him fresh pajamas to wear, Ben got up from the bed and began to wander the house. He has the faint hope that in due time he could call this place his new home, but he has his doubts about that.

_I guess I can chalk this up as a small miracle. It's not the most logical solution, but my other choices don't make as much_ sense,Ben pondered as he went downstairs. Turning towards the dining room, he saw that there was four sets of plates, silverware and chairs. Ben was familiar with the tale of "Goldilocks and the Three Bears" and guessed that whoever lived in this house, he was not a part of their family and therefore continued to look over the dwelling.

He was all set to go into the kitchen when loud alarm clocks went off and began to hurt his ears. Ben ran back upstairs and started to look for wherever the sound was coming from. It didn't take long for Ben to locate just where the piecing noise was coming from: a room with a frog's head sign hanging from its door.

Attempting to turn the knob to get inside, Ben found that the door was locked. Grumbling to himself, he activated the Omnitrix and selected Kickin' Hawk. Pressing down on the dial as it popped up, Ben soon became a brown feathered humanoid, yellow claws replacing both his feet and hands. Black briefs were held up by a green belt, with green armbands, legbands, headband and a green vest hooker being his sole clothing apart from the aforementioned briefs. The Omnitrix symbol was on his chest and by his armbands were sharp, retractable blades on his elbows.

"Time to...ummm...I can't think of a good chicken pun. Dammit!" Kickin' Hawk put that aside for now and used his elbow blade to cut the lock so he can get inside.

Charging in, Kickin' Hawk found dozens of alarm clocks blaring and in the middle of the chaos was a young girl sleeping on her side, her back facing Kickin' Hawk. Clad in pink PJs and holding onto a large stuffed frog, she was deep in slumber compared to the wide awake Ben. She was attractive, with a cute little yawn coming out of her mouth. She has bluish hair that fell onto her back, a small part of that being draped onto her shoulder.

While Kickin' Hawk found her to be cute, the sounds of her alarm clocks was starting to drive him bonkers, so with as much speed as this form allows, Ben turned off all the clocks. "Whew! That was nuts." It soon dawned on the Plumber that she did not stir once during the onslaught of sound and Ben began to think that she was deaf.

With that train of thought running in his head, Kickin' Hawk began to pick the girl up. That was a mistake as a young man walked by to wake her up as he was used to doing this favor for her by now. Seeing the form of Kickin' Hawk trying to pick up his cousin brought out protective fears for her safety. He wasted no time picking up a chair and bringing it down on Kickin' Hawk's head, stunning the bird alien.

"I don't know what the Hell you are, but if you harmed Nayuki, then you're dead!" the chestnut haired man threatened. Ben raised his arms to show that he meant no harm, but the man was too angry to think straight, grabbing a piece of the chair and trying to stab Ben with it.

Ben, however was thinking straight and changed back to human form, causing the young man to lower his weapon. "What are you?" he asked out of both wonder and fear, his face showing deep concern for his cousin.

Regaining his bearings, Ben went on to explain this to the young man. "I'm Ben Tennyson. You might not think I fit the part, but I'm a hero. At least I was until my ego ran out of control and doomed my universe to a fate worse than death itself. All I'm in here for is to help my partner find his home, which was the only real part of my universe to survive. Then I have to fight this demon called Diagon to save the multiverse and find a new home. So I got a LOT on my plate to deal with," Ben admitted, worried that this man would not believe him.

But his fears were soon put to rest. "I believe you. Jun has a knack for telling who can be trusted or not. I can't really explain it all that well, but he has this weird spiritual sensitivity, if that makes any sense to you," he replied. Ben nodded to show that he understood perfectly. "Good. Because I think you may be the guy that can stop these monsters from terrorizing our home. Some strange woman in a dress and her white haired partner have been attacking innocent people and so far, no one seems to be able to stop them. If that watch on your arm can turn you into more forms that just the chicken man, then we may have a chance at stopping them," he told Ben with as much of a straight face as he could muster.

Ben knew that he had to put this man's fears to rest, so he selected the form of Heatblast and turned into said form. His feet were burning the hardwood floors and that woke Nayuki up, frightened by the sight of a man made of fire, lava and rock standing in her room. It didn't take long for her to scream in utter terror at the sight of Heatblast.

"Chill out, will ya? I ain't gonna hurt ya," Heatblast pleaded futilely, but his words had no effect on the extremely frighted Nayuki. His feet were burning the wooden floors in her room, so that wasn't helping matters as the smell of smoke was beginning to drift upwards in the air, making it hard for the two humans there to breathe.

"You're on fire!" Nayuki screeched, not knowing that this was normal for Heatblast. "Yuuichi, aren't you worried about this at all?"

Turning to his cousin, all Yuuichi could do was shrug. "Nope. I believe Ben has this under control."

"LIAR!" Nayuki's loud protest woke up the still sleepy Jun, who ran upstairs as fast as his legs could carry him.

By the time he got up, Jun was out of breath as he was never an outgoing person and exercise wasn't his favorite thing in the world to do. But this had to be dealt with now. Nayuki's mother was out right now, still recovering from a near fatal car accident and while the physical therapy was going well, fully recovering was going to take months. To think that not only her, but their other friends have just recovered as if by magic. It was unusual, but Jun was happy that everyone is safe and sound.

Now was the matter of Ben and his weirdness. "Okay, you guys, chill out. I know it seems odd, but Ben here comes from another universe and he's a hero!" Jun proclaimed with dramatic flourish, waving his hands to point at Ben, who had taken the time to switch to Clockwork and was now fixing the floorboards he had accidentally damaged with his de-aging ray. In only a minute, Nayuki's floors were looking better than ever, the shine brought back due to Ben using the beam a little longer than he intended.

After seeing Ben prove that he was not going to hurt them, Yuuichi and Nayuki's doubts were put to rest. "So you are telling the truth," the brunette quietly whispered, though all present could still hear him."Forgive us, Ben. It's just that not only are these two people are harming my classmates, they're using this strange liquid to turn their victims into horrible monsters. No one so far has been able to stop them from wreaking havoc and the military is close to declaring martial law." Yuuichi hung his head down, his eyes showing that he had seen these horrors before and hope was almost gone for his newfound home.

"But we did get a sample of this goo when the male dropped it by accident during a failed run to turn our class into monsters." Nayuki then opened her drawer and took out a small vial of silver liquid that frightened her just by looking at it. Ben knew at once what it really was: Nanites. The very same ones that brought Rex's world to the brink of madness and nearly put an end to Ben Tennyson himself.

Wordlessly, Ben changed to Upgrade and placed his hand on the vial. The contents shook violently and the three third years knew at once that this was not a fluid as they first thought. "I know these devices all too well. They were meant to help people, but a flaw in their programming made them mutate certain people into monsters known as EVOs. A creature called Alpha brought me to his world by mistake and with the aid of a good friend called Rex, we entombed Alpha forever in the Null Void. But during the battles with him, I was infected by nanites that were causing me to die from hemotoxicity due to the fact that, since I can shift form at will, their programming because so corrupted that they tried to euthanize me, and the worst part of this was we all thought it was due to me using a older model Omnitrix."

Yuuichi, Nayuki and Jun were speechless. These machines were a nightmare in multiple dimensions and now they were here in their universe. They didn't dare to interrupt Ben, who continued on with his story. "But that was a slow process and I had more pressing matters to deal with. In fact, He is the greatest threat the Omniverse may ever see. His name is Diagon and he is an alien god that exists in multiple dimensions. His very essence is power and only with Ascalon was humanity able to seal him away. But due to outside forces, Diagon and his goon squad the Flame Keeper's Circle went on to conquer all of Earth with his dark magics. Only Gwen, who is my cousin, Kevin, Sir George, who survived all the way to modern times in my world, The Forever Knights, who were formed to combat Diagon but lost their way, only to regain their propose with George's return and myself were all that stood against Diagon's army. We won, but the Forever Knights were devastated and George was killed in battle. But things went wrong soon after that."

"How so?" Nayuki asked, the terror on her face almost too much for Yuuichi to bear. "What happened to you, Ben?'

"Vilgax happened," Ben bitterly recalled. "He was a victim of Diagon, but he was the one to kill him. I drew what remained of the dark god into Ascalon, but that destroyed the sword and split Diagon's soul into three parts: One went to Vilgax, the other went to Elana, who made a bargain with Diagon should he fail to take over and the last part went to Julie, who joined the FKC due to relationship trouble she was having...with me," the Omnitrix bearer explained, tears falling from his eyes. "I was able to bring Vilgax to justice, but he scarred both Juile and myself with wounds that will never fully heal and he ruined my old Ultimate Omnitrix. But thanks to Azmuth, I gained the True Omnitrix, which has more power than my older models."

"I was wondering about that weird X mark on your chest," Jun interjected with a concerned look in his eyes. "So if you got a stronger watch how come Vilgax didn't give up on his plan?"

Ben took a deep breath and continued with his tale. "Vilgax however was not out just yet. I had ego problems and made a lot of enemies over the years, so Vilgax got 8 of them together and hatched a plan that until a few months ago, was something I never considered. Going to a universe where alien tech was reverse engineered to make Switches that allowed people to mutate into beasts called Zodiarts, Vilgax forced the mastermind called Gamou, or Sagittarius as he's better known to me to share his Switches with my greatest foes, if he brought him the last of his intended group of powerful Zodiarts dubbed the Horoscopes. He went so far as to capture innocent people and mutate them into Horoscopes and with all 12 of them brought to my world, Vilgax had hoped to kill me once and for all."

Taking a moment to moisten his throat, Ben continued on with his tale. "But Gamou only wanted to see a group of aliens called 'Presenters' and soon his goals clashed with Vilgax's. Further frustrating Vilgax's plans was a good man I know as Prof. Emoto, who was a triple agent for the Kamen Rider Club, a group of people who fought against Zodiarts and help to rehabilitate them into being better people. With not only his help, but the aid of Gentaro, who uses Switches that give him a suit that can utilize high tech gear and JK, we were able to save 4 of the victims of his scheme. Only one innocent soul was killed alongside the more evil members when Vilgax pieced together the fact that Gamou didn't share his views on power."

Nayuki was wide eyed with fear about Ben told the assembled group the woe that befell him during that time. "Ben-san, even you can't defeat every single enemy and you know that," she wisely stated as Ben nodded his approval. "Just how did you save everyone with just your Omnitrix?"

Ben was ready for that question and told them the the truth. "With Emoto's aid we were able to fight off Vilgax's Dark Horoscope Zodiarts, which wielded the power of the Black Zodiac. During this time I grew closer with Juile and helped a dear friend called Manny with his problems as well. But Vilgax was a monster in every sense of the word and forced my friends Emily, JT and Cash to become his final three Dark Horoscopes. But I was able to save them, and defeat Vilgax once and for all, or so I thought. During my time as a dead man, Elana went on to play her plan in Diagon's plan, but Vilgax's nano machines fused her and his corpse together to create Cyber Vilgax."

"Okay, while most of this story makes sense I'm curious as to what you're standing right if you died," Yuuichi said, making air quotes with his hands where he said 'died'. "Who used the Omnitrix during that time?"

"Gen used the Omnitrix to attempt to fight him off, but thanks to a dear friend I was resurrected and together, we destroyed Diagon's home and Cyber Vilgax," Ben explained. "But due to old magic, any member of the Flame Keeper's that joins by their own free will were forever Diagon's and that included Julie." Ben stopped talking to let that fact sink in yet again: That he is responsible for all this suffering. But they did not hate him for it, as Ben was as much a victim of this as they were. Ben was deeply thankful that they were not glaring at him and were in fact still willing to help him with fixing this mess.

"Making matters worse, Julie went over to Rex's world and killed everyone there. Only my grandma, who was there to straighten things out, was the only survivor and the Switch that allowed my friends to cross over was wreaked, so they were marooned on my world. But Emoto thought ahead and with Azmuth's help and guidance , gave my Omnitrix the power to evolve my alien heroes to Ultimate forms, but there's a catch. Only 12 can gain Ultimate forms and I need to connect with a person on a emotional level in order to gain said power."

Jun looked like a kid in a candy store when Ben mentioned the Ultimates. "Did you get all 12? Because those guys are going to be a huge help if you unlocked them all!" he shouted with glee. What Ben told them brought his hopes crashing down to Earth.

"I was only able to get the powers of Virgo, Aquarius, Capricorn, Gemini and Pisces before disaster stuck again. Vilgax had survived and possessed the body of a super villain called 'Monsteroso'. Using genetic engineering he became Super Vilgax and used a device called the Annihilarg to kill my entire universe. With the aid of another universe's heroes, Rusty Venture, OSI and SPHINX I was able to kill Vilgax once and for all and get my new friends home."

"I take it you had time to relax after that," Yuuichi replied as he brushed some hair out of his eyes.

Ben filled them in on what happened after that."I wanted to unwind and chill with a smoothie,but I had problems of my own to deal with. Julie had rebuilt Ascalon as her personal weapon and brought Albedo, a deadly foe of mine with his own Omnitrix, to her side. My guess is that they were able to make more nanites and are planing to use them to bring this world under their control. I have a partner who survived the chaos, Rook, but both he and his world are lost right now to me. So I'm on my own against a dark goddess, a clone of me that hates me, and Evos."

"Liar," Nayuki interrupted. "You're not alone anymore. We'll help you out in any way we can, OK?" Seeing her bright smile brought joy to Ben's life and for the first time since he got here, he felt like he was at home.

"The same goes for us too!" Jun added, grabbing and pressing Yuuichi to his side. "Monsters or not, I ain't gonna let this Diagon ruin my home!"

Yuuichi just nodded to show that he will help out too.

"Thanks, guys. I was able to kill two thirds of Diagon, so once this last part is gone, that's all she wrote for Diagon!" Ben cheerfully stated to the group. _But it's not going to be_ _easy. With both Diagon and Ascalon, Julie and Albedo are going to be my greatest battle_ ever,Ben thought.

_A little later, during breakfast..._

"What's still bugging me about all of this is just how in the Hell Jun was able to figure out that you are some sort of superhero," Yuuichi brought up while the four of them were eating breakfast. Yuuichi was a cynic by nature and the fact that Jun found all this out before him was still rubbing him the wrong way.

Jun placed his orange juice and went on to explain this to Yuuichi and Nayuki. "After I got Ben in here, his watch doohicky started up on its own and this old guy came up as a hologram." Nayuki was fascinated by all this exciting news regarding Ben. Normally she would be asleep due to overworking herself, but she awaited the story of this mystery man with wide eyed wonder.

Yuuichi had to crack a grin at how happy Nayuki was right now. She was a young woman and quite beautiful to behold, with many men having fallen in love with her. But she was in some ways still a child, holding onto her dreams despite her cousin's grim manner and the hardships she faced alongside Ayu, Shiori, Mishio, Makoto, Mai, Sayuri and Kaori. He was still saddened that Makoto passed away not long ago, but she was at peace when she went away from him, but the other girls were much happier now thanks to his aid.

Jun was jealous that all these girls were close to Yuuichi and since it was not unheard of for cousins to marry in Japan, he feared that Nayuki, who he had a crush on since Kaori first introduced her to him, would join Yuuichi's harem.

But Yuuichi was nothing of the sort. He loved Nayuki like a sister and took the time to explain this to her. She accepted this since she now had time to think it over. Yuuichi was as much a brother to her as her mother always told her. The other girls were just close friends as well, save two. Mishio ran into Yuuichi during a shopping run he had to do and after a week of hanging out, the two found common ground with having lost dear friends to forces beyond their control, their love of nature and freedom, the odd sense of humor they both have and other factors as well. When Mishio asked Yuuichi out of the blue that she wanted to be his girlfriend, he happily agreed to her request and since then, they had been close.

Ayu however did not return after literally fading away and everyone that knew her was worried sick. Though everyone else recovered, Ayu herself was still missing and they missed her dearly. Ayu was in many ways a child: Cheerful, friendly, clumsy, argumentative, happy-go-lucky, quirky and just plain cute, it was no wonder that Ayu still is loved by many people.

But Jun had to tell them the tale of how he learned of Ben and there was time for the foursome to just sit down and hear this story.

* * *

_Last night..._

Jun had dragged Ben inside the comfortable Minase household and was glad to have done so. It was important that he'd saved this lost traveler, being that this boy was lost and scared in a place he had never been before, plus he only had a tattered black T-shirt and brown cargo pants to his name. Since Ben's skin was blue from the cold, Jun had no choice but to completely disrobe Ben and run a hot bath for him. Jun was very uncomfortable with having to see a naked teenage boy, but he had to warm him up and make sure he didn't drown in the tub.

_You owe me BIG for this. The first time I see someone in the nude and it's a dude, _Jun thought to himself as Ben began to show signs of life again. After drying him off and putting grey PJs on Ben, Jun was ready to turn in, when a green light started to shine from Ben's wrist.

It was Professor Emoto, the man who helped upgrade Ben's Omnitrix and was for a time, the Virgo Zodiarts. His face had a tired look on it, the horrors of what he had to do supplant Gamou's prematurely aging him. From his desk he could see that this boy was confused about what's happening and so started to tell him everything he could. From Ben's mission to the woes they faced in the world of the Venture Bros, Jun was engrossed in the tale of this boy and his many battles for justice.

When Emoto was finished, Jun had questions to ask, and they were valid points to be made. " So this Diagon dude wants to take over the mutliverse and only Ben can stop him? Can't we help him out at least a little bit?"

The older man knew from the worried tone Jun used that his fears had to put to rest. "Ben's Omnitrix has a feature that allows him to evolve his alien forms to a state dubbed 'Ultimate', but after the power went to his head, safeguards were installed to make sure Ben maintains his sanity," Emoto explained as he sipped his coffee."Ben must befriend someone truthfully and then he can invoke the power of Ultimate. You must made sure that Ben is safe and help him out with getting used to life here. He is rather outgoing and I fear that his attitude may upset people here," he finished with a grim look on his face.

Jun was able to get what Emoto was saying. "Got it. Ben will be safe while Jun is on the job!" he shouted with misplaced pride. Emoto was worried that Jun is getting over his head, but let those feelings remain unsaid for now.

"I'll contact Ben at a later date. Please make sure he stays alive until then. Emoto out."

With that, the light went out and Jun was alone again, getting Ben up the stairs into Makoto's room.

* * *

_Present time..._

_I knew there was more to this than we first thought, but compared to what I've faced before, Ben has gone thought more than even Jun would have thought possible,_ Yuuichi mused internally, brow furrowed in an attempt to understand just how high the stakes are right now. Ben was the only hope they have right now, but he is woefully outclassed by both his opponents.

If there was a time for a miracle, now would be splendid.

**Next time: Ben meets more of the girls of Yuuichi's life, but Sayuri and Kaori enter loggerheads over a personal matter. As if that weren't bad enough, EVOs attack! Will Ultimate Grey Matter help out, or are our heroes doomed?**

* * *

**AN:**The room Ben woke up in was Makoto's room, though he won't know about that, nor Makoto herself until a little later in the story. I hope this bit of info helps my readers out.


	3. Head Shot!

**DISCLAIMER: All characters and themes are the property of their respective owners**

**Sometime after Ben finished his breakfast...**

Japanese breakfasts are not very filling to Ben, who was used to eating a meal fit for a lumberjack as his way of starting the day. But he reminded himself that he was a guest here and that tastes are different from culture to culture. Ben found that out the hard way after Manny's candied bacon sent Yuki and Ran running to the bathroom. He finished before Yuuichi, Nayuki and Jun and thanked them for the meal.

"Hey, no problem Ben dude," Jun replied with a mouth full of food. "I'm just thankful that I was ultimately right about you after all. These EVO jerks are real buzz kills."

His reply was met with scorn from Yuuichi, who was giving him the look for both talking trash about innocent people mutated into monsters and talking with his mouth full. "I think what Jun meant to say was that we're glad you're here, Ben. Apart from Kickin' Hawk, Heatblast, Upgrade, and Clockwork, what else do you have in your watch?" he inquired, albeit with some reluctance on his part. Why Ben picked these names for his 'alien heroes' was quite beyond what he was used to

"About one million nine hundred and ten, give or take. I only have about ninety or so unlocked, and I haven't had time to name them all just yet," Ben admitted honestly, causing Yuuichi to do a spit take and spraying it all over Jun, grossing him out as he tried to wipe the miso soup off of his T-shirt. Ben was feeling a little bit guilty over what he had caused by accident. "Um..sorry 'bout that," he sheepishly apologized as he looked down in shame.

"Don't be too hard on yourself," Nayuki said in a gentle tone. "Yuuichi doesn't handle these sorts of things all that well." She then had an afterthought on Ayu and the fact that she was still not with them made her realize that Yuuichi was still grieving her loss. "I should tell you that he has his reasons for that. After Ayu, who was his closest friend got hurt during Yuuichi's last day, he just shut down and repressed his memories of this town."

Yuuichi saw that Nayuki was upset over what happened during that time. While much of the matter was resolved, the reopened wounds from that dark day will take time to fully heal, and even then, such a traumatic event never completely goes away. "I lashed out at Nayuki when it was never her fault to begin with. Plus, I hurt dear friends that were close to me by forgetting my time here. It took my parents divorcing to finally get me back here and fix what was broken." Yuuichi was close to tearing up from what he was telling Ben's knuckles turned white from gripping the table so tightly that Jun thought it would break from all the pressure he was putting on it.

"Yuuichi, you don't have to do this right now if you don't want to," Jun suggested kindly, but Yuuichi shook his head and continued on with his story.

"I don't know if it was fate, God, or karma that brought me back here, but I was able to repair what was broken for the most part. When Nayuki's mom got in a car accident, she shut down around the same time Ayu went away. Ayu was looking for a doll I brought her all those years ago that we buried in case we needed it. Shortly before the accident, we were able to find it and fix it, but we had no clue as to where she went. I nearly died trying to find her in a raging blizzard," Yuuichi recalled in a somber mood, his face full of emotion.

Nayuki knew that this was a touchy subject for him, so she stepped in to finish. "An old friend of his found him nearly dead in the snow, just as Jun found you, Ben. Yuuichi almost didn't make it, but he recovered and found Ayu shortly after we found out what she was," she said while wiping away tears. " I was so upset over what happened to my mom that I closed my heart from the world and would have stayed in my room if Kaori didn't get me out of my funk. I met up with Yuuichi later that day, and we were able to patch things up between us. I was being such a brat because-" Nayuki was crying her eyes out now, as she knew what happened next and she didn't want to say it.

Yuuichi finished the story for her, and what he said was beyond anything Ben had heard before. "After I found Ayu's red hair band, I learned from Mishio that the Ayu we met was an Ikiryo, or actually, her soul that had left her body in the hopes that she'd find what she was looking for. By the time I gave her back her doll, she returned to her body, but before that she gave us all a gift.

Ben was blown away by what he had just heard. The only other time someone separated their soul from their body was his cousin Gwen, and that was to save him from a glitch in the Ultimatrix. Up until today, he thought that magic was just alien science misunderstood. What he heard next made him a believer in magic once again.

"Since Ayu waited so patently for me to come back, she got a wish from the forces that protect this town. She used it to save our friends from the woes they were in and brought happiness back into our lives," Yuuichi said in a grim tone of voice. "Our dear friend Ayu paid a heavy price for her miracle to come to life. I'm not sure she'll ever recover from her coma now that her magic is gone," he quietly added, his eyes moist with tears. "Mishio has dealt with this before. When she gets here, she'll fill you in on what it takes for a miracle to truly come true."

Ben wasn't totally sure if he wanted to know what it takes for a dream to come true here, but he had to know. He heard a little about the rules of equivalent exchange from Charmcaster after he had saved her from Vilgax's Dark Horoscope plot, but to just give up your soul for a wish? That went against everything he believed in. The heroes in his comics never had to make those kinds of choices and when he gained the Prototype Omnitrix, he resolved to never sacrifice a life if he could help it. That line of thinking got him into conflict with Azmuth, but for the most part it served him well.

Ben wanted to ask more questions about just what the heck happened, but now was not the time to ask questions. Nayuki and Yuuichi needed time to themselves right now and he would give them that time.

Ben now knew that his perfect world was never so perfect as he had perceived it to be. He would have to work hard to bring not only the dreams he wants to life but those of the others as well.

**A while later...**

There was a little left to do for Yuuichi's aunt, and that was just cleaning up the house. An hour or so of vacuuming, and the place was looking nearly spotless. Yuuichi would never say this out loud, but both his aunt and her daughter had become as close as his parents once were. As was par for the course of children of divorcing parents, Yuuichi blamed himself for the failing of their marriage, though it was no fault of his own. They just fell out of love and separated out of the blue, leaving Yuuichi to pick up the pieces of his life.

Nayuki had been a big help in getting him used to the town, but nothing had prepared them for Ben Tennyson. Ben was his own category of weird, and even Jun told him out-front that he would not tolerate any of his aliens running wild in the streets. But at the same time, they felt sorry for the young man as he was the last of his kind in a sense.

Yuuichi was just about to open the door when it opened without him touching it. Standing outside was Mishio Amano, the girl who helped him make Makoto's last moments on Earth more bearable...the girl who was now his girlfriend.

"Good morning, Yuuichi. I believe that life has calmed down for us somewhat," she replied polity as she hung her brown jacket up on a free hook and took off her shoes. She was a case of contradictions, quiet but girly, intelligent if rather shy, friendly with a bit of curtness for those that she does not fully understand, and above all else, cute as a button.

"My life's never going to calm down, Mishio, and you of all people should know that," Yuuichi jested as he looked into her purplish-grey eyes. They held onto some sadness, but overall, they were filled with a sense of childlike wonder and wisdom beyond her years. When she was younger, she befriended a fox from the nearby hill, and that fox used its magical power to become human to stay with her.

Poor Mishio found out that kind of miracle took both its memories and later, the fox's life. Mishio never really got over the fact that the fox gave up its life to spend time with her and as a result, she withdrew into herself, becoming distant and aloof. When the fox Yuuichi played with became Makoto Sawatari, she was able to piece two and two together and found out that Makoto was on her way to the same fate that befell her fox friend. She didn't want to befriend Makoto as she feared she couldn't handle that kind of pain again. Yuuichi, however, was able to reopen her heart and shortly after, Mishio warmed up to Makoto until the latter died. The two of them, however, figured out that the foxes of the hill are friendly and that when it does happen again, they'll be ready for it.

When Yuuichi wasn't busy with helping the other girls with their problems, he hung out with Mishio, and the two grew closer together. Now they were lovers, but they were not willing to be openly lovey-dovey just yet. They were private people and that suit them just fine. Ben, however, was not an introvert, so the two discovered shortly thereafter.

Ben was clad in just his underwear, dancing like a fool while singing 'I like that Old Time Rock N' Roll'. He startled Mishio, making her auburn hair bounce up as far as her bob haircut would allow.

Glaring daggers at Ben, Yuuichi hissed, "What the hell are you doing?!" as he dragged Ben out of Mishio's line of sight. "I know we have no clothes for you, but I beg of you, _please _don't act like a goddamned jungle man!"

Ben crossed his arms in a huff, annoyed that Yuuichi didn't understand classic rock the way he did. "I can't go out in just my undies, and I'm bored. Don't you guys have a TV or a computer?" he whined, making Yuuichi pinch the bridge of his nose in frustration. This was noticed by Ben, who was not aware he'd messed up. "Sorry 'bout that. I hope I didn't spook your friend too badly," he apologized in shame.

"She's my girlfriend, actually, and you're welcome," Yuuichi responded with a gruff tone. Ben was not going to be easy to live with, that was for certain. "Jun was nice enough to get you some clothes to wear. Be sure to thank him when you see him next time, okay?" he told Ben as he headed back to where Mishio was.

**A few minutes later, after Ben got dressed...**

___I guess things have gone full circle_, Ben thought to himself after he saw that he was, once again, clad in a simple black T-shirt and blue jeans.

It did make sense, in a way. This was the same outfit he had worn when the Highbreed attacked, and he had grown to be a stronger leader. It was also the same outfit he'd worn when he reverted to a more childlike state of mind after the fame had gone to his head.

Now that he'd had time to mull it over, Ben realized that his ego was responsible for the death of his universe and the woes other universes had faced from Diagon's power. If he had been more mature, then Captain Nemesis would have never gone over to the dark side, taking Jennifer with him. The Flame Keepers would have never gained Julie as a member, and overall, everyone would have been much happier if he had just been a hero and not a showboater.

Looking at the Omnitrix on his arm, Ben was unsure of what he could do for these people. He'd only fought against EVOs once and that was with Rex and White Knight. He was now completely on his own, an idea that he loved to death as a kid. Alien X was his trump card, but he was unwieldy at best, due to the two other personalities in that form. So whatever he had unlocked would have to do for now.

Walking down the stairs, Ben saw that Yuuichi, Jun, Nayuki, and Mishio were ready and waiting for him. Suffering from cabin fever, Ben jumped at the chance to go walk about the town and see the sights._  
_

**A hour later in the shopping district...**

Ben lucked out when he found a green jacket, much like the one he'd worn during the time he donned the Ultimatrix. What pretty much sealed the deal was the option of getting it customized to his liking, so he went with the deco his old jacket had on it.

"I know the stakes are higher than Cheech and Chong right now, but I do have time enough for vanity," Ben admitted, while adjusting his jacket. He was a little disappointed that no one got the reference he was making. "None of you have played 'Robocop VS The Terminator' for SNES? I can't believe you guys have not heard about one of the greatest SNES games of all time," he added, hoping to jar a response from someone.

"That game you mentioned was only released in North America,you simpleton," Yuuichi snapped as a vein throbbed in his forehead. Ben was tactless, and it was taking all of Yuuichi's willpower to keep from lashing out at him. But at the same time, he knew that Ben was on his own in a sense, and he needed them more than they needed him.

It was confounding, to say the least. All that power, and it went to a brat like Ben Tennyson.

The tense mood was relived once Nayuki and Jun saw that Kaori was heading towards them, a shopping bag in each hand. A second or so after, Yuuichi caught a glimpse of the brunette walking up to join their group. Nayuki stated to him, "Kaori wants to talk to us, Yuuichi," in her usual manner. Why she kept doing that thing where she reminded him of things that had already happened, he would never fully understand.

"Hey guys," Kaori greeted the assembled group with as much cheer as she could, given her awkward living arrangements right now. It's not easy to reconnect with a sister she admitted that she wanted to die in the hopes that she would never have to suffer again. Even though she had been granted a second chance, it was not a smooth transition for Kaori, who was feeling guilt over giving Shiori the cold shoulder and rightfully so.

However the matters regarding her family did not need to be brought up now. She greeted them in a polite manner and after she and Nayuki hugged each other as sisters would, she then addressed the elephant in the room: Ben Tennyson.

"I wonder who your new friend is?" Kaori asked the collected group as she brushed a lock of hair out of her face.

"I'm Ben Tennyson. I like to think of myself as a hero that fights against the forces of darkness. At least I was until my ego got the better of me and caused me a LOT of grief with both family and friends," he shamefully told them all. It's not easy sharing your faults with people you just met, but Ben wanted all that out in the open so he could focus on more important matters; namely getting rid of Diagon once and for all.

From the shadows someone else had overheard what Ben said, and she had to agree with him. "You always were a fathead, Ben. At least you now have the social grace to tell people you're nothing more than a flawed human being," the new girl said in a harsh and hurtful tone, her red eyes clashing with the white dress and jacket that she wore. Ben knew almost immediately that Julie Yamamoto was standing before them, the powerful Galvan sword held firmly in her left hand.

"Julie," Ben whispered in fear and shame, knowing full well she could not be saved this time. "Please forgive me for all the horrible things I've done to you," he sobbed as he selected Crashhopper and pressed down on the dial.

At least he thought he selected Crashhopper. Ben was now a little, yellow bug alien with a green neck brace, the Omnitrix set in the middle of it. "Ball Weevil?! Aw man, I wanted a bug, and I got the cute one instead!" he whined in his cute little voice. The girls agreed with Ben's admission of Ball Weevil being an adorable little fellow, with, "Awwws," telling Ben he was in a form that they found as cute as he thought Ball Weevil was.

Julie, however, couldn't care less. "Another stupid alien? You must hate your humanity if this is your answer to combat the heir of Diagon," she growled demonically as she raised her sword into the air, its blade glowing purple. "Arise, my EVO's and crush all hope from their bones!" the former tennis player snarled as four oddly-shaped beings teleported into Ball Weevil's line of sight.

To Yuuichi, Jun, Nayuki, Mishio, and Kaori's shared horror, they were fellow students that were mutated into freaks of nature. They were gray and were all wearing the male version of their school uniform, though all four were in various states of tatters. Powerful muscles bulged out as gold eyes shined at Ball Weevil, a look of primal hunger deep within them.

All it took was a simple "**Kill them,**" from Julie to get the foursome to attack Ben, who was forced to defend himself from these unwilling EVOs. Ball Weevil coughed up a green ball and kicked it at one of his the green ball hit its target, a explosion burning the beast's uniform as it roared in pain. Mishio and Nayuki were grossed out by Ball Weevil's means of attack, but over all were glad that the cute little guy can defend like the best of them. "Eh Heh heh. Sorry 'bout that," he chirped and the look of Ball Weevil being sad just made the girls' heart melt with love over how CUTE the yellow alien was being right now.

"Are you done with being your usual self? If you are, you should keep in mind we're in danger here," Yuuichi snarked at Ben. His attention soon turned towards one of the EVOs, who was looking rather woozy from Ball Weevil's ball attack.

To our heroes' shock and horror, his head fell off of his shoulders, but instead of dying it was still standing tall and strong. It was unsettling to behold and Jun nearly hurled onto Kaori, who pushed him out of her way so she wouldn't get vomit on her. She cared a lot for Jun, however getting puke on her was something she cannot abide.

Ball Weevil was stunned by what he just saw. "I didn't mean to do it!" he pleaded. Thankfully his friends would believe him, as they know that Ben was not a killer at heart. No sooner than he has said that, all four of the EVOs' head fell off their bodies and started to _float in midair, _the headless bodies still ready to kill for their dark master.

Ben switched from Ball Weevil to a black and yellow striped form, pincer claws forming his feet and hands. A metal head was floating between two spikes on his shoulders, the Omnitrix firmly set in his chest. A loud cry of, "Lodestar!" confirmed that he was ready for action. Ripping the metal bars from the guard rails with his magnetic powers, Lodestar then threw them at the EVO's, knocking their bodies down, but the heads were still in action.

"Just _what _are you guys?" Lodestar asked, his brow furrowed in an attempt to figure out what the EVO's were. "Apart from EVO's, I mean." The heads fired heat beams from their mouths, forcing Ben to step back, lest he gets burned by a beam. Once he regained his bearings, Lodestar snapped, "I know you may be jerks too! That doesn't mean you have the right to attack me!" Lodestar soon regretted what he said once the EVO's headless bodies went after his friends.

"They're Nukekubi," Mishio gasped as the quartet advanced menacingly at her and her friends.

"Nuku-what bee?" Lodestar muttered in confusion as the head hovered in the air, eyes full of killing intent.

Jun was almost too terrified to speak. "D-Don't these guys attack by screaming at their prey? W-W-Why would they attack us?" he whimpered as the Nukekubi EVO's forced them into a corner with their heat beams.

"Some youkai are just...evil like that, Jun. No rhyme or reason is given for their attacks on normal humans," Kaori replied to Jun's question as tears of fear fell from her eyes

Lodestar was confused by what she meant by 'normal humans'. "Would you mind telling me what Kaori said about these Nukekubi dudes?" he asked in an honest manner.

Julie scowled at Ben's ignorance and told him what he needed to know in a harsh and cruel way. "In Japanese mythology, sometimes humans turn into youkai when they break Buddhism's laws or if they undergo tremendous emotional stress. These four were once perverts who wanted a 'better view'." Her lips formed a sinister smile as Lodestar looked on. "So I gave it to them. I am the heir of Diagon, the one who shall awaken the truth of humanity by using nanites to force people to become what I feel they should be."

"You're a monster," Yuuichi snarled at Julie. "These guys were just harmless onlookers and you turned them into _freaks_! How can you find any justice in what you have done?!" he barked as he swung his arm to the side in anger.

"She's not in her right mind, but she does have a point about perverts," Nayuki said in a motherly tone. "Girls do have the right to privacy, you know."

"I DESERVED BETTER THAN THIS, BEN!" Julie roared at her former boyfriend, causing him to flinch. "If you weren't so damned full of yourself, none of this would have happened! Gen would have never come to your world and I would have been happy, but noooo, you _had _to be the hero you wanted to be, didn't you? DIDN'T YOU?!" She calmed down a bit before saying, "Well, guess what? Now everyone can see the kind of hero you are; a crappy one!"

Soon, all four floating heads set the heat beams at Lodestar and Ben's new friends were horrified by the thought that he was dead. Instead of ashes, a green light flashed, and the beams missed the little frog alien Ben became by a good four feet.

"A little bit too much, if you ask me, Jules," Grey Matter said in his highly intelligent way of speaking. As he was dusting himself off, he added, "I know that I messed up royally with you. It doesn't take a Galvan's intellect to let me know that. However, I must ask of you, _please_ leave these people alone. They have done nothing to you, and you know that, don't you?"

Julie's face turned beet red from her rage, once bottled up inside until she could hold it in no more "**They helped you! That alone makes all of humanity my enemies!**" she bellowed with all of her might, causing the humans below to cover their ears. It was clear that Diagon's soul had corrupted Julie to the point of no return.

As much as Ben hated to think about it, he knew he had to kill Julie lest she kill everyone else there and who knows where else. But the Omnitrix was close to timing out and these four EVO's were not just going to head off on their own. Making matters worse was the fact the Gray Matter was not known for his combat skills, save one little feature.

Thanks to Emoto and Azmuth reworking the Omnitrix, Ben regained his Ultimate Ben has ego problems, a failsafe was placed in its programming in order to keep Ben humble. In order for Ben to use it, he first had to befriend someone and then he could use the Ultimate preselected to that person's Zodiac sign. Since he had no idea if any of them were Capricorns, the sign set for activating Ultimate Grey Matter, he was in a bad spot. Ben was at his wit's end when he heard it.

The howl of a fox, wanting to help her friends one last time. Yuuichi and Mishio saw what appeared to be Makoto, the fox they knew who had taken a human form before her time ran out and she just...faded away. With one last howl, she went away for good, but an orb of light, marked with the sign of Capricorn, flew towards Grey Matter. Ben knew just what to do and had the Omnitrix absorb the light. Soon, four spikes jutted out of the dial in the formation of an X.

After that had happened, Ben was bathed in green light, and Ultimate Grey Matter now stood before the two groups. Now two inches shy of being two feet tall, muscle-bound, and having the skin texture of a bullfrog, U. Grey Matter was not one to be taken lightly. On his chest was the Capricorn symbol, and his body suit now left his arms bare.

"AW, YEAH! Brains _and _brawn baby!" he happily cried out as he decked a Nukekubi head that flew close enough for U. Grey Matter to hit. It span around in a sickening speed as it crashed into its body, knocking the monster out of the fight. Flexing his arms like a buffoon, he couldn't help himself to make a corny pun at the EVOs' expense. "Look at it this way. You're losing right now, but you haven't lost your heads yet," he quipped, his mouth forming a cocky smile.

Julie knew that this was now a losing battle and teleported from this fight in an angry haze of dark power. The Nukekubi were lost without their leader, but they still had a job to do. Of course they were rather dumb and just attacked U. Grey Matter one at a time, which proved to be their downfall.

The first one reattached his head and charged at Ben with all of his hate and rage. U. Grey Matter just tripped the EVO down, jumped onto his chest, and punched him with all of his might. The mutant was soon out cold, and Ben turned his attention to the remaining three. The second placed his head back and shot at Ben with his heat beam. He could not really be blamed for failing to take into account that Galvans are quite tricky to really pin down, and after a baker's dozen of these blasts, fell down from exhaustion. The third had the common sense to have his head go after U. Grey Matter, and let his body hunt down Yuuichi, Jun, Nayuki, Mishio, and Kaori. The fourth soon joined him in their joint attack on Ben, and their heat beams and savage strikes began to wear the Ultimate Galvan down.

___This is bad. If I don't end this soon, everyone's going to die. I can't let that happen! _ Ben thought as the battle began to take its toll on Ultimate Grey Matter's body. Using the last of his adrenaline, he jumped onto the fourth and just started to punch him nonstop. His gamble paid off when the third's head flew into that of the fourth, knocking them both out as Ben returned to human form, wiped out from the harsh battle.

With Ben unable to fight, the others were on their own now.

**With our other heroes...**

Yuuichi would be the first to admit the town was as strange as could be, but EVO's, demon gods, and aliens? That was the sort of nonsense Jun would had loved to be a part of, if his life wasn't in danger right now.

The five teenagers were now running for their lives from a headless beast that was once a man. Even though they were nearly out of breath, stopping for a second meant death at the hands of a mutant beast.

Luckily there was a trailer that was, for the most part, empty. Climbing in and slamming the door shut, they were finally able to catch their breath.

"We…we should be safe here for a while," Mishio said, her voice worn out from all the heavy breathing while running from the EVOs.

Jun was near his breaking point as he rocked back and forth in a little ball, too terrified to even think of uncurling from the fetal position. "We're all gonna die," he sobbed as his tears flowed freely. "We are so dead. Killed by Ben's jilted lover, of all people. I should have never saved his life."

Nayuki was not pleased to hear this from Jun. "We would have been in danger either way. You did the right thing by saving his life. He's... a little awkward to be with, but he means well," she retorted in an annoyed way. "Ben's not the monster Julie says he is. He's polite, kind, and he might be kind of funny, if we could understand his jokes.

"Even though I've only known him for a little bit, Ben is willing to fight for us, even if we barely know each other. He's certainly a hero in my book," Kaori added as her eyes started to sparkle with newfound hope.

"Does this mean you want to be my boyfriend again, Kaori?" Jun pleaded in the vain hope Kaori will take him back.

"It's still too soon, Jun."

"AAWWW! Kaori, don't leave me hanging like this!"

However Yuuichi turned his attention to Mishio. "Was that who we thought it was?" he inquired as Mishio nodded to show she knew who the fox was.

"I sensed Makoto's presence during the latter part of the battle. Even the foxes know Ben is here to save us," Mishio whispered. She had a way of sensing what is not what other people can see, and it is this spiritual power that has both brought her joy and suffering. Though thanks to Yuuichi, the former is coming up far more often, and she was quite pleased with that fact.

But something was bugging Yuuichi, and he had to let the others know. "It's too quiet now. Something's amiss here," he stated in his usual, deadpan manner. "I'll go out and see if this 'EVO' is gone for good." Signing for the others to hide, he opened the door and saw a sight he thought he would never see.

All four EVOs were down for the count, though they were still alive. Standing in front of it was a tall, purple furred alien with white facial markings and an odd tan and orange tool on his back. He wore blue and black armor with the Plumber's symbol on his back. "I am Rook Blonko. I serve as Ben Tennyson's partner," he told them in a friendly and earnest way. "When Ben recovers, we shall see if we can cure these people of their mutations." Yuuichi was speechless! Here was another 'hero', and he knocked out an EVO with no trouble at all!

___This is getting too damn weird, even for this oddball town_, he thought while looking at the strange sight_. But if there was any hope for a cure, then they may have a fighting chance._

**Later in the day...**

It was amazing how little time it took to round up all four EVO's and bunch them together so Ben could cure them all. With a beam of white light, Ben cured the EVO's, turning them human again. "You mind telling me what you guys were up to before you kept losing your heads?" Ben inquired with a puzzled look in his eyes.

"We were just enjoying the sights, man! But some red-eyed chick didn't like us peeking at her fine can, so this white-haired jerk injected us with some silver crap. Next thing we know, we're half naked and looking at some ugly gaijin," the leader of the foursome said.

Ben frowned a bit after being called ugly, but they really meant Rook. "I think community service would do you a lot of good. Why waste time up-skirting girls when you can help make your town even better?" he suggested. He was glad when all four nodded their approval and ran off to be better citizens.

"Hm. I didn't think it would that easy," Ben said with a hint of amusement. "Still, there's no point in looking a gift horse in the mouth-"

"There is no horse here, Ben. Please don't change the subject like that," Rook interrupted, making Ben a tad annoyed at Rook's lack of understanding of idioms. "We should go home. I'll need a place to stay and there are few planets that allow people to sleep on the streets without-"

Now it was Ben's turn to interrupt. "First off, where were you, dude? I've been worried sick about you."

Rook rubbed the back of his head nervously. "I'm embarrassed to tell you this, but I was lost. I was forced to live off of food thrown away and sleep in cardboard boxes," he admitted to his deep shame

Ben was blown away by what Rook told him. "Dude, that sucks! I think we may have to rework how things work around here if we're going to live here." His words helped improve Rook's mood and when he said that he could stay with him, Rook lit up and beamed a bright and happy smile.

___Well, Ben found his partner, but we're still in danger from EVO's and his jilted lover. We may have been better off with Duke Nukem_, Yuuichi thought to himself. Ben had so far proved himself as a capable fighter, if a little unorthodox.

**Back at the Minase household...**

The overall mood in the house was bittersweet at best. Ben found his partner and learned that he could cure EVOs, but now he knew for certain Julie was too far gone to save. Worst, Albedo was still alive and helping her with her dark plans for this world. _Does it really take your life to make a miracle come true here?_ he thought as he scraped ice off the gate. The very idea of having to give up one's life for dreams was unsettling to him, and everyone there knew it.

Unbeknownst to all but Jun, Kaori had problems of her own. Her life had gotten a bit worse when it became public knowledge that not only was Shiroi her sister but also that she was ignoring her because she didn't want to face the fact that she could very well have died.

* * *

**A week earlier...**

"Sayuri found out about what you put your younger sister through, and she doesn't like it one bit," Sayuki scolded Kaori with a look of anger unlike her normally cheerful mood. While Sayuki was as cute as could be, with her intelligence, light grey hair held up with a green bow, and cute way of speaking, she had her own tragic past.

When she was younger, she gained a little brother, but his health was never all that great. Things normal people took for granted he was almost unable to do, like talking, for example. To Sayuri's eternal shame, she took her father's orders of making her brother tougher too far and was overly harsh on the little guy. It was just a day before he died did Sayuri show that she really did love him. The loss of her brother weighed heavily on Sayuri and one time, she tried to kill herself over how much grief she was in.

The attempt thankfully failed, but Sayuri would have the scar on her wrist the rest of her life. Sayuri also took to referring to herself in the third person as she could no longer see herself as a good daughter. As it's not uncommon for girls to refer to themselves in the third person, this was not seen as abnormal. She became more caring of others and when she found out that Kaori was giving her ill sister the cold shoulder, she could not stand by and let this be unpunished. There was no yelling, but her stern tone left Kaori in tears.

* * *

**Back in present time, Kaori's house...**

It had been only a week since that day and Kaori and Sayuri had not really gotten along well since. They were civil with each other, but there was no love between them. The stress of dealing with this and her breakup with Jun was finally getting to her.

As she sobbed into her pillow, she asked, "Why can't I be a better sister? I try to be kind and witty, but I end up just pushing people away for me." Soon all attempts at talking were drowned out by her loud sobs, muffed by her pillow.

Could she ever learn to forgive herself? That question has yet to be answered...

**Next time: Ben and Rook go shopping and bump into Mai. However her aloof attitude sets off Ben, making dealing with a new EVO harder than it needs to be.**

**Are Ben and Rook up to the challenge?  
**

**Special thanks to darkin520 for beta reading this chapter. You rock!  
**


	4. Oh My Mai! Part 1

**Disclaimer: All characters and themes are the property of their respective owners**

**The Minase Residence...**

Life had calmed down somewhat after Ben's first battle with Julie's EVOs. Now that it was public knowledge that Ben could cure them, people were starting to return to their daily lives. Ben couldn't really be bothered to care about that right now since he was suffering from a bad stomachache from eating something he shouldn't have; old tofu that he ate on a dare from Jun. Now he was sick as a dog and forced to lie in bed until he fully recovered.

_Stupid Jun. Why did I think I could eat that without Eatle? That tofu had mold on it, and yet, I wanted to prove to him that I'm a man. Well, I am a man, all right; a sick and stupid one,_ Ben thought to himself as the Omnitrix worked to purge the toxins from his system...via vomiting. It was not going to be fun expelling that gunk in the bathroom, but it had to be done.

**After the dirty deed was done...**

Ben was back to his usual, oddball self, full of energy and joy at being alive. He was all set to go out into this strange, new world when Rook ran into him, oddly flustered, which was out of character for Rook. "Dude, what's with the panic attack," Ben asked as he rubbed his sore ribs. Rook took the time to calm himself down and told Ben the bad news.

"There is a cat in this house." Rook was shaky and sweaty, the beads of moisture dripping off his violet fur. With as much nerve as he could, he pointed to a tiny Siamese cat playing with a ball of yarn. When the cat stopped to look at Rook and Ben, he mewed 'hello' to them in his cute cat way. Rook jumped back after the cat did this, and Ben had to tell his partner off about his odd behavior.

Gently, Ben picked the cat up pressed it against his chest. His heartbeat was soothing to the cat, who was purring contently as Ben smiled at how cute this cat was. "I should have told you sooner, Rook. This is Piro, Yuuichi's cat. He found him a little over a year ago, and since then, these two have been close as peas in a pod," he stated as he placed Piro down so he could eat. "What I'm not getting is why this little guy is freaking you out," he added in an inquisitive tone. Rook calmed down and told Ben out-front why he was acting so strangely before.

"I am not familiar with Earth creatures, Ben. Therefore, I get worried when something shows up that's not on my database," Rook admitted, while rubbing the back of his head in shame and relief. He had only just learned about the basics of Earth and so far, Rook was still learning, albeit at a slower pace than Ben would like.

The matter of defeating Julie before she brought this world to the depths of madness and despair was o the overall long-term goal while Ben and Rook were there. Plus, since they were living there, they figured they should at least help pay for food and the like. So with that goal in mind, the two Plumbers got out of the house, being very careful not to wake Yuuichi and Nayuki, who were still asleep, and went on their way to the marketplace.

_Please let there be American food there!_ Ben thought on the way there. He liked Japanese food, but he was feeling homesick and thought that perhaps a good old fashioned hamburger would cure the blues.

**The marketplace...**

Even with the Omnitrix to help, Ben was having trouble understanding what was what in the Japanese market. From how things were placed to the way things were read, Ben was having a foul time of it, and his body language was showing it. Someone saw his scowling face and decided to take pity on him by going over and helping the odd 'hero' out.

She was a girl just starting her first year of college. Her black hair was bound by a lime green ribbon into a loose ponytail that went over her shoulders and touched her lower back. Her eyes were a shade of jade that told of much hardship in her life. Clad in a long, red plaid dress with a scarlet overcoat, she looked and acted older than she seemed at first glance.

"I believe you are looking for beef, yes?" she asked in a polite tone of voice. Ben nodded vigorously to show her that was indeed what he sought. "I can sympathize with your plight. Things aren't marked here that clearly around, so it can be a hassle to find what you're looking for, especially if you're on a strict time limit," she said as she showed Ben where the meat section was.

Ben's green eyes lit up when he saw all the types of meat that were for sale there. He brought what was needed for the week, plus some ground beef and buns for hamburgers. "Man, I can't tell you enough how much you helped me out here! Thanks!" Ben shouted in glee.

The girl however, was offended by what he said, though Ben meant no offense towards her. "I'm a woman, not a man," she deadpanned with an annoyed frown on her face. "Perhaps if you were to look with more than just your eyes, you might be a better man than you are now." With that barb out in the open, she walked off, leaving Ben dumbstruck and Rook annoyed as well.

"Your idioms are strange Ben, but I feel she over-reacted to your comment. Still, she is an innocent, but if she gets in the way of our battles with Julie, then she will be seen as a liability," Rook responded in a harsh manner. Ben was taken aback by how gruff Rook was being with this girl that they barely even knew.

Raising his hands up, Ben replied "Look, Rook, I don't know who this person is, and I doubt we'll be seeing her again soon, so let's just go home and try to put this behind us, okay?" Ben was nonplussed to see that Rook had a look of concern on his face. He knew he had to act fast or Rook could end up making things worse than they already are. "I'll buy you a smoothie on the way back. How does that sound?"

Rook's face lit up when he heard Ben's offer. "It's a deal." Thankful that this problem resolved itself, Ben headed back to the Minase residence, food firmly in his shopping bags.

It should be noted, however, that things never go the way Ben wants them to, for better or worse. This was just one of those times.

**Minase residence...**

Ben nearly fainted from the sight: here was this girl that gave him grief in the market eating breakfast with Yuuichi and Nayuki like it was just normal for them all. Truth be told, this girl knew Yuuichi and owed him her thanks due to helping her with her formerly out-of-control powers of healing. She first found out she had them when she saved her mother from a terminal illness. During those early times, she used this power to bring dead or dying animals back to life. While she meant no harm, there were those who hated and feared her for what she could do, forcing her and her mother to move to this quiet town. She had made a friend in Yuuichi, and they played together in a field that meant a lot to her.

When she learned that the field was to be bulldozed over to make way for the high school, she fought so hard to save it. She was then forced to lie to Yuuichi about demons attacking the field, but he was unable to help her. All the grief she was repressing caused her powers to form 'demons' that attacked the school every night since Yuuichi enrolled there, labeling her a trouble maker when they only meant to tell Yuuichi the truth about her and her powers. She had been killing them off one by one and killing herself as well since they were also a part of her. It was when there was only one 'demon' left that Yuuichi found out that she so desperately wanted him to come back that had been causing her powers to act like that.

It had been less than a month since that had happened and now her power had recovered to most of its original potency. After that, she started to gain new friends, though she was by nature quiet and not willing to talk to people she didn't know or trusted. She also took healthy pride in the fact that she was beautiful and ladylike. So when Ben referred to her as 'man', she was hurt by that, though Ben meant no offense towards her.

"Wh-What's she doing here?" Ben stammered as she gave him the death glare, mouth full of soup. The look in her eyes told Ben that she considered him her enemy, and that given the chance, she would make him pay for insulting her. Ben knew he had to act fast in order to avoid hurting her or vice versa. "About that thing that happened in the market, I didn't mean to tick you off. So you can go home, and I can get on with my life, okay?" he offered while flashing his best cat smile. The girl then placed her dish down gently and bared her teeth in an angry snarl, making Ben step back in fear. _Geez! Why can't I do right with this girl? It's like she's working for Vilgax here! _Ben thought while sweating up a storm due to his terror at getting his butt kicked by a normal human.

"Mai, don't you think you're being a little too hard on Ben here? He didn't mean to hurt your feelings. It's just that he's, well, not very Japanese," Nayuki explained, during which time she placed a hand on Mai's shoulder to calm her down. Thankfully for both Ben and Nayuki, it worked and Mai relaxed and sat back down, though she was still upset with Ben due to his poor choice in wording.

"I messed up badly here, didn't I?" Ben asked, knowing full well that he did cause all this by accident. A nod from Yuuichi confirmed his fears, causing Ben's good mood to come crashing down hard.

"Aw, man! Can't I do anything right?" Ben bemoaned, hands covering his face in shame. Mai just ate her breakfast, not even bothering to even look at Ben.

**Elsewhere...**

In an old building, Julie sat in the dark, Ascalon by her side. To think that such a kind girl could become so twisted and evil. It should be noted, however, that there was buildup to this event. Ben had not controlled his ego as much as he promised, and Julie, herself, had lost sight of what really mattered in the relationship. Failing to drown out her sorrows in tennis, she had joined the Flame Keeper's Circle and had sealed her fate. Now, as the avatar of Diagon, she lived to bring about the End of Days.

There was a time when thinking about Ben had made her happy. But those times were long gone now. In her mind's eye, she saw Ben being the egotistical brat he swore never to become again after his arrogance brought an enraged Kamen Rider Fourze to his doorstep. Having a Kamen Rider angry with you tended to make you humble, even though Ben and Fourze became friends. Julie brushed the thought aside for now and went over to Albedo, who was working on something, or more accurately, _someone_. The girl he was about to inject with nanites was sixteen, with greenish-brown hair and eyes the color of the setting sun.

Her tears of fear were angering the once Galvan to the point of having a hissy fit. "If you don't hold still, then this will hurt less," he hissed though clenched teeth. The teenage girl kept fighting to get free from his grip, and Albedo gave up on being 'gentle' and activated his Omnitrix, changing to the form of Dark Spider monkey. The monkey alien was now more spider than monkey, with six eyes, clawed hands, and a more pronounced build to him than Ben's version. She screamed at the sight of Dark Spider monkey, but soon her shouts were silenced by a gob of webbing hitting her mouth. The attack knocked her down, and Albedo wasted no time in getting the nanites into her body.

The pain she felt during her transformation was excruciating, and she thought it would never end. In less than five minutes, she was human no longer. She had become the Akurojin-no-hi EVO, with blue, fiery hair, piecing red eyes and the ability to use fire attacks. The nanites also had the effect of brainwashing her to serve Julie and Albedo without question.

"What is thy bidding, my masters?" she asked in a regal manner. Julie, needless to say, was very pleased by this indeed.

The avatar of Diagon made her mission short and sweet. "Hunt down Ben Tennyson and all who seek to offer him aid. You must not fail me, for if you do, you shall suffer my wrath," Julie ordered in her demonic tone of voice, the air vibrating from the power coming out her mouth as she said this to the Akurojin-no-hi EVO. With a somber bow, the EVO went off to cause havoc and chaos to draw out Ben.

A cruel smile formed on Julie's face as she saw the EVO run off. _Soon I will be the ruler of all. Ben shall regret ever defying me!_ As Julie was lost in thought, she didn't notice that Albedo was starting to have plans of his own.

Ones that did not have Julie in the picture.

**The Minase Residence...**

"As you can see, Upchuck has two different forms he can use. The ones I'm using now are called 'Perk' form."

Yuuichi, Nayuki and Mai were seated as Ben was telling them about the little quirk Upchuck has. He was now in the 'Perk' form he had unlocked by accident during the final attack on the hybrid stronghold. He was a swampy green frog-like alien with sharp-looking eyes, straight teeth with enlarged lower canines, and a tan underbelly. Black spots were on his back, and the Omnitrix was on his stomach. Nayuki was fighting to stay awake due to being too active the day before running track, and Yuuichi was just watching with a black look on his face.

Mai, however, was sitting perfectly still, not caring about Upchuck or his little quirks.

"Hmm. Tough crowd. Of course there's also the 'Merk' form as well. This was the form I had first used during my time with the Prototype Omnitrix years ago!" With a twist of the dial, Upchuck became a deep green with a light green underside. His teeth were crooked, and his eyes had an odd look to them, being white with over-sized black pupils. The Omnitrix appeared on his stomach as well instead of his left hand.

Again, no one had any real reaction to this. Ben was more than a little annoyed by this as he powered down to his human form. "Aw, come on, guys! How many times do I gotta say I'm sorry before Mai will get off my back!?" he grumbled as he raised his hands in frustration.

Little did he know that Nayuki did care about what he had tried to show them; it was just that she was tired and fell asleep near the end of his presentation. Yuuichi didn't see any real different between the two, and Mai was not angry at him anymore. She was just unsure as to how to talk with the outspoken Ben Tennyson. Ben had failed to take for account how much more restrained Japanese culture was from American culture.

Giving up, Ben then went to his room and plopped down onto his bed, bummed out over how poorly his showing of the two Upchucks went with his friends and Mai. _What is UP with that girl Mai? I think she's just here to throw me off my game. Given how EVOs are formed and how they can act and look human, this is to be somewhat expected, _Ben thought as he looked at the ceiling. Rex had given him the lowdown on EVOs, but there was still so much that Ben didn't know about them. He was just glad that his body was able to purge the nanites he absorbed while in Rex's universe out of his body after they killed him during what he thought was his battle with Vilgax before Elana fused Vilgax's body with her own to form Cyber Vilgax.

Ben exhaled deeply after recalling his last battles. Monsteroso's death was still fresh in his mind, and the fact that Julie was now Diagon's avatar was not doing him any favors. He was set to just sleep this day off when screams of terror brought him back to the waking world.

Ben ran down the steps faster than he ever had in his life. Just outside was a girl with blue fire for hair, setting things on fire to try and flush Ben out. "Might as well go out and see what she wants," Ben spoke out loud as he exited the house and charged towards the new EVO.

The Akurojin-no-hi EVO just glared at Ben and shot a gush of blue flames at the wielder of the Omnitrix. She thought Ben had been killed by the blast and was about to report his death to her dark masters. She was then shocked by a thunderous cry of, "Water Hazard!" and before she could react to this, she was knocked down by Water Hazard's high pressure water jets.

"Don't make this harder than it needs to be. I don't want to hurt you," he pleaded, though his words did not have the effect he wanted. Instead of calming her down, they made her more enraged as she unleashed a roar of power at Water Hazard, a back-draft of power flowing out of her mouth and hitting him dead on. If it weren't for his armor, Ben would have been nothing but ash, though he was burnt badly by the Akurojin-no-hi's counter attack.

_Damn! I don't think Water Hazard is gonna cut it here. I'll have to switch to another one of my guys if I'm going to stand a chance,_ Ben thought as he twisted the dial to select Articguana. A flash of green light later, and the iguana-like alien stood ready for battle. "Eat this!" Ben bellowed as a mighty gust of freezing air came roaring out of his lungs, causing the Akurojin-no-hi Evo to brace herself as Ben's attack hit her hard. Eventually Articguana ran out of breath, but to his horror, the female EVO was still standing, albeit with ice covering most of her body. Ben thought he was outmatched until she flared up and broke free of the ice, a little shaken if otherwise unharmed.

"Aw, man! Why can't I get a break with these damned EVOS just once in my life?!," Articguana complained as the Omnitrix powered down and returned him to human form once more. Seeing as he was now defenseless, Ben muttered, "At least some things never change for me, having my Omnitrices power down at the worst times being one of them," and he ran off to find cover until he could fight again.

At least he tried to find cover before he heard a harsh voice scolding him, "Running away from your problems again, I see?" Ben spun around and saw that the speaker was Mai.

"M-Mai? What are you doing here? It's dangerous here, in case you didn't catch the hint of the fire EVO wiping the floor with me just a few seconds ago!" Ben snapped at the ponytailed girl.

Mai just shook her head in disbelief at Ben's actions. "You're nothing but a coward who hides his true power behind meaningless bluster. You have the means to stop her by yourself; you just need to look deeper within. If you cannot do this simple action, then you're useless to us all." Her words stung Ben with how harsh they were and her rough tone of speaking made it even worse. Ben had a great deal of alien heroes to use, but he did not know which one to use to stop the Akurojin-no-hi EVO's rampage.

Water didn't faze her, and ice only slowed her down! Terraspin might be able to blow her out, or he could just fan the flames even faster! _I don't know what to do here,_ Ben pondered as he gripped his hair in his hand tightly due to the stress of the battle not going in his favor. Finally he gave up and asked Mai, "What would you do here? I can't think of anything to stop this EVO."

Mai was pleased to hear that. "You're learning that you can't do everything by yourself. Now that you gained humility, we can truly begin bringing this fight to a close," she said as a small smile began to form on her face. Ben wasn't too pleased to see that, though he didn't know that deep down, she was right.

"What should I do, Mai? Both Articguana and Water Hazard couldn't even faze her."

"Isn't there an American saying that sometimes you must fight fire with fire?" Ben immediately knew what she meant by that, and once the Omnitrix recharged, Ben changed to Heatblast, his very first form.

With a thunderous roar, Heatblast fired off powerful blasts of fire at the Akurojin-no-hi EVO, burning her badly. "Heh, heh, heh. You can sure dish it out, but you can't take it, now can ya?" Ben mocked her as Mai clicked her tongue in disapproval. "Well, don't worry too much. I'm gonna end this right here and now!" Soon after he had said that, Heatblast sucked in the fires the Akurojin-no-hi EVO into himself, turning his body a deep shade of blue.

"Behold true firepower!" Heatblast used his fire powers to propel himself towards the EVO, twin streams of flame trailing from each arm. When he got close enough to attack, he kicked her up into the air and once the Akurojin-no-hi EVO was high enough, Heatblast braced himself and raised his arms up as high as he could and then unleashed a wave of pure fire at the monster for a minute. Having spent all of his power on that last attack, Ben returned to human form, exhausted as the toll of this battle caught up to him as he collapsed in the smoldering crater he created.

Just a foot away from Ben was the defeated Akurojin-no-hi EVO, knocked out but still alive. Mai saw her and began to walk towards the EVO. Ben heard her footfalls and was frightened by what he was seeing. "Mai, NOO!" he protested, even as Mai kept a steady pace.

Soon, she was holding the unconscious girl in her arms. What happened next was beyond what Ben had expected to see in his lifetime.

Mai was crying on the girl's face and her tears were healing the EVO. A bright white light shined from within the EVO's body as the nanites that caused her unwilling mutation shattered and died, restoring her to human form once more. Ben limped towards the two girls, unsure if what he saw was real. "Mai...What are you already?" At first, it seemed that Mai ignored Ben completely, something Ben wasn't totally used to. Then she replied and what she said struck Ben down to the very core of his being:

"I am the hope of the downtrodden people of this fair town. You are merely a childish nuisance that will ultimately get in my way. Leave me alone for now on, or you will surely come to regret your foolish actions."

"Fat chance of that happening! I saved the universe more times than you have, you arrogant egotist! Let's see you flap your jaw when Fourarms gets done with you!" Before Ben could act on that threat, Mai drew out her sword and brought the flat side of it down hard on Ben's head, knocking him out cold. Without saying another word, Mai took the girl to the hospital, leaving Ben to lie in the spring sun.

**Later, back at the Minase residence...**

Ben woke up to see the worried faces of Nayuki and Jun looking at him. "How long was I out for?" he croaked out, his throat dry from all the battling he did earlier.

"About a couple of minutes or so. In case you were wondering where we were, Jun and I were helping to evacuate the townsfolk when that fire EVO started to attack. I'm glad that you're safe, but Yuuichi..." Nayuki couldn't finish what she wanted to say, and Ben didn't want to force her to.

"What happened with Yuuichi, Jun? Is he safe?" Ben asked, his voice cracking from the worry he was feeling.

"Dude, relax. We're all fine. However, Yuuichi's kinda pissed off at you right now."

"For what? Getting on the bad side of that bitch he thinks is his friend? I'm glad she can cure EVOs and fight, but I'm worried that she may be over her head with all of this," Ben spat out in anger, not knowing that Yuuichi heard everything that had said.

Yuuichi, in blind anger, sped towards Ben and started to choke him. "You fatheaded fucker! How dare you say that about Mai? If you knew anything her, you'd see that-"

Ben broke free of his grip and yelled, "I know enough about Mai, thank you very much! She's a fifth wheel we don't need if she's going to act like she's the only one that can fight and cure EVOs." Ben stormed upstairs towards his room and added, "If Mai has suffered in her life, she certainly doesn't act like it made her a better person!"

Yuuichi's face turned red from anger. "Leave my sight at once before I kill you," he growled before Ben left his line of sight. Nayuki and Jun looked at him with worry and fear in their eyes.

"Yuuichi, Ben and Mai got off on the wrong foot. Can't you try to help him out with understanding how Mai acts?" Nayuki pleaded in the hope that Yuuichi would calm down.

"Yeah, Yuu. Ben's a great guy, but you can't see that because-"

"I know enough about Ben, thank you very much," Yuuichi interrupted Jun before he could finish what he wished to say. "I'm going out for a bit to cool off." He soon grabbed his jacket and walked outside, leaving Nayuki and Jun alone in the living room.

**Ben's room...**

Ben wanted to relax, but he was too angry to even think straight. Sensing that Ben needed a friendly ear, Rook walked in. "Forgive my unexpected arrival, Ben, but I talked with Yuuichi about Mai while you were resting, and I think you may have made a grave mistake in judging her," Rook said in a calm manner.

"Rook, you're one of my best friends, but Mai is…she's not someone that I think wants to help me from the bottom of her heart," Ben countered politely. Rook frowned a bit from this, and Ben saw that he may have made an error in judgment on Mai.

"I'm listening, Rook. Tell me what is it about Mai that Yuuichi sees that I can't."

Rook told Ben the story of how Mai found out about her power and how her former townsfolk drove her and her mother out of the first home she had ever known out of fear over her healing powers. The years she'd spent having only two friends, one having moved before he could say goodbye to her face (Yuuichi) and the other having guilt issues of her own, but always put those aside to help Mai out with the drama of her power attacking the school without fully understanding what was causing it. (Sayuri)

When he finished, Ben calmed down somewhat, though he was still angry at Mai. "I see. She's a danger towards not only others, she's a danger to herself. If it comes down to it, I'll have to kill her if it means saving the multiverse from Diagon." Rook was stunned by how cold Ben was being towards Mai.

"Ben, I respect you as both a superior and more importantly, as my best friend. But if you're willing to kill Mai before you can fully understand her, then I won't help you until you see reason. Mai's not as bad as she seems at first." He then walked to the door leading out of Ben's room, though not without saying this to Ben:

"Gentaro would be deeply ashamed of you right now," Rook said quietly and went to his own room, leaving Ben to think about what he had done.

**Next time: Ben and Mai are not getting along at all. Can Yuuichi, Rook, Nayuki, Mishio and Jun help the two get along or is that a futile hope at best?**

**Albedo starts his endgame and no matter how it ends, Ben's life will never be the same again. Find out how in the next chapter!**


	5. Oh My Mai! Part 2

**Disclaimer: All characters and themes are the property of their respective owners**

**Night time in Japan...**

Ben was still deep in thought over what Rook had told him. Was he being a bad friend by thinking Mai should die because she could get in his way. Diagon is dangerous; there's no doubt about that but could he be heading down a slippery slope that once he heads down all the way he can never go back up it?

Mai can fight and cure humans from their EVO states, which is a good thing for Ben. However she is standoffish and may be willing to kill Ben, endangering not only her dimension but all others as well. Deep down Ben hated the idea of killing someone, even if it was for the best. If it ultimately boiled down to having to kill Mai to save the day then so be it. Within his mind Ben worried about that dark choice and wondered if perhaps there was another way to go about this. If he did go though with what he told Rook and killed Mai, what will happen to him and the others? The teenaged Omnitrix welder shook from both the cold and sheer horror of what he was planing for someone he didn't really know.

Yuuichi's words were still fresh in his mind and they stung now more than ever before. Were it not for the crunching sounds of his feet on the snow Ben would be totally lost in thought and he was deeply grateful for that little mercy nature has given him. _It's amazing how beautiful the snow looks when the moonlight hits it just right,_ Ben thought as he inhaled a long breath of air, chilling his lungs and teeth with how cold it was. As he continued his long walk he brought up the Omnitrix's main menu and selected the clock feature. As the menu screen faded to a digital clock that read '11:32' stopped in his tracks and froze, eyes wide with shock. "Aw man! I told Nayuki I'd be back at the house by midnight!" he screeched as his fingers raced to find either XLR8 or Fasttrack. Spinning the hard light selection Ben looked for one of his speed aliens and when he saw a visor at the top of the screen Ben pressed the logo and waited for the Omnitrix core to pop up (which only takes a second) before pushing it down with the palm of his hand.

Soon as the light died down Ben started to run but found that his footfalls were heavier than before and his field of vision was lacking. "NRG. Wonderful," he bemoaned as he kept at his streaky pace, the snowflakes hitting the armor melting into drops of water as steam arose for where his feet were landing on the snow covered ground. A solid wall of snow was blocking his path so NRG fired a beam of energy at it, melting it down to a puddle of hot water. A few splashes from when NRG ran over it were all that Ben noticed of the former snow wall. It didn't look like it was natural, since it looked too uniform. Ben couldn't care less about its origins right now as he was running late. Surely Nayuki would be okay with him being a teensy bit late, right?

**Just under a bridge NRG ran over a little while ago...**

Mai was huddled against a old heater for much needed warmth. She had gone out to kill Ben, as she believes that he is a threat to her homeland. Of course Mai doesn't know the full story of what is really going on. All she knows is that just a day before she met Ben at the market she overheard two people talking about a girl named Julie. Since it was dark at that time and the fact that they were discussing how to dominate the world Mai snuck over and listened to what they had to say on this dark matter.

* * *

**Yesterday, in a unknown location...**

"I see your shoddy knockoff Omnitrix is lacking a certain feature," Albedo cruelly mocked the Nematrix attached to the collar of Kyhber's dog. It worked fine in doing what it was meant to do; turn the dog into creatures that prey on the aliens that Ben can turn into so Kyber's employer can use the Omnitrix's parts to build a stronger version; one that will be beyond whatever Azmuth could ever do or so he thinks.

Kyhber was displeased with Albedo's sour attitude though he kept this to himself. " The Nematrix cannot do quick changes due to its lack of a Geno Stabilizer. Either get the one Ben has or I will make due with yours," the huntsman stated with a guttural growl, his right hand resting on the hilt of his knife.

Albedo was neither impressed nor frightened by these actions. Such mannerisms were the hallmark of those that lacked the brain power of the Galvins. "I'll be sure to keep that in mind. It was easy to fool these simpletons into thinking I'm one of them. I do not enjoy lowering myself to their level, even if it is for the good of our shared goal. Without at least Level 15 tech we are doomed to die out in this wasteland they call home," the white haired hybrid hissed out.

Kyhber ignored Albedo's outburst and continued. "This...Diagon threatens not only my lively hood, but our own lives as well. If we are to re-create our universe we must destroy this one to gain the necessary material to do so. Can we trust you to carry out this task?" he asked in a grim tone.

Albedo nodded and brought up the alien selection screen, scrolling though the different forms until he stopped at Dark Brainstorm. "As long as your employer stays away from my people then I shall carry out your wishes." His face contorted in fury as he added "If I ever see Malware again then you shall pay for your arrogance with your _lives,_" as Kyhber just clicked his tongue to show Albedo he understands the deal the two of them are making. "Good. I will rondevu with once I gain the necessary component. If I don't succeed-"

"Then your life will be forfeit, young Galvin," Kyhber interrupted. "Do keep that in mind, will you?"

Not too far from where Kyhber and Albedo were having their little chat Mai was there, having overheard everything they had said. Needless to say she was both disgusted and angered by what these two had stated. She only had heard about Ben from what Yuuichi had told her and she shared much of his viewpoint on the Omnitrix user: immature, bratty, foolish and cocky. Since it was dark during this time Mai could only make out Albedo's voice and since it was the same as Ben's her worst fears had come to light.

The Omnitrix was going to be used to attack the townspeople she had at long last gotten to understand her. Gaining friends was a long and painful struggle for Mai and she wasn't going to sit by and let them do whatever they pleased. If it boiled down to killing Ben to stop this madness, then so be it.

* * *

**Present time...**

NRG was making better time than he first thought. If he could keep up this steady pace he may get back to the Minase's house before morning. However Ben's luck is never as he intended it to be, as the Omnitrix flashed a red light a few times then powered down, turning Ben back to normal form.

Ben groaned in annoyance and he had to fight the urge to say 'This couldn't be any worst', having to bite his lip to keep his anger in check. As if on cue Mai walked towards Ben, a long sword held firmly in her hand. "Mai? What are you doing out here in this time of night?" Ben asked as his breath shot out as white air due to the biting cold. He was worried when Mai entered a ready stance he recognized as one from ikaido, her face set in a scowl at Ben. As he took a step back to regain his bearings he asked her outfront "You're going to kill me, aren't you?" She only nodded to confirm what he had asked of her.

With a heavy sigh Ben activated the Omnitrix and scrolled though the selection screen until he found Diamondhead. Without a word he pressed down on the dial and became DiamondHead. "You're...not human," Mai gasped as she lowered her sword after she saw the hulking form of Diamondhead.

"Yup. Is that going to be a problem with you, little lady?" DiamondHead barked harshly at the teenager. "I promised Rook that I'd try and see your side of the issue, but if you're going to kill me, then so be it." DiamondHead morphed his right arm into a blade of pure crystal and pointed the tip of it at Mai. She did not flinch at this gesture as she merely shifted her footing to begin her attack.

"Let us battle until only one of us stands alone as the victor."

"I've got no prob with that, Mai. Let's do this thing! It's hero time!"

With those words said the two combatants clashed their weapons together, causing sparks to fly out and hit the ground. Neither would back down and no quarter was asked for, as Mai danced around the battleground, her sword being used to block Diamondhead's strikes. The crystal alien was not deterred from this and stepped back to fire off spikes at Mai. The teenaged swordmaster deflected most of the spikes but one clipped her thigh, as blood flowed from the fresh wound.

"Give it up! I'm a real hero and you're just a poser!" Ben rudely spat out, causing Mai to frown at his rudeness.

With her teeth clenched, Mai growled in anger and with as much force as she could muster used her sword to send a energy crescent at Diamondhead, knocking him down when it connected. "I know that you are addicted to your power, fool! I also know that you wish to kill everyone here. I won't allow you to go about your dark designs for my home!" Mai roared in anger.

Before Diamondhead could react Mai jumped to a nearby skyscraper and bounced between that and a building that was close by until she was up on the roof of the skyscraper. Ben groaned at what Mai did then switched to Jetray and flew to where Mai was. He fired off a nervo-shock blast at the female fighter but she deflected it with her sword's blade. Jetray landed on the roof and changed to Crashhopper, then tackled Mai with enough force to knock out a normal human.

Mai however was not a normal human and just as Crashopper was about to get off she stabbed him with her sword in his left shin. The bug alien howled in pain and with his free leg leapt into the air and threw Mai down hard onto the roof, knocking the wind out of her lungs. "I don't like hurting girls so let's just end this before someone gets hurt," he offered in a threatening tone of voice. " I doubt you see things as I do, but you're sorely outmatched here."

"That's because I'm not insane like you!" Mai bellowed as she grabbed Crashopper's throat. Ben soon found it hard to breathe and if he didn't break free from her grip he would die. With the last of his strength he turned the dial and morphed to Rath. He soon grasped Mai's arms and slammed her back onto the door leading inside.

"Lemme tell ya something, Mai the Swordmaster! Rath is gonna go dogwild on you!" the tiger alien thundered. For the first time since she met Ben she felt afraid of what Ben Tennyson could do.

Deep within his mind Ben was however fighting his basic instincts. Mai looked frightened at how close she was to death at Ben's then knew that Mai for all her bluster is just a innocent girl fighting to save her world. The Omnitrix wielder felt like a fool for thinking about killing a girl that was as much a hero as he is. With much effort he calmed down, placed her down and turned back to human form.

"Why...why did you stop when you had the chance to kill me?" Mai quietly asked as she replaced her sword back into its sheath.

"This is a wild guess here, but I think you just heard something from Diagon or Albedo. Plus Rath tends to go overboard even though he means well," Ben replied in a gentle tone. "I acted like a tool and I hope that in time you'll forgive me for what I nearly did to you," he added as he hung his head down in shame.

To his surprise Mai picked his head up and told him "Perhaps with time we can both forgive ourselves for our foolish actions." As she stepped back to get a better view of Ben she added "Time will tell if you can save us from not only this...Diagon but ourselves as well. This Albedo however must be dealt with before-"

A laser beam tore though Mai's heart, missing Ben by the skin of his teeth. The young girl had only enough time to gasp in terror before she fell down and darkness overtook her.

Soon Dark Chromastone hovered overhead within Ben's line of sight. He was the same as the last time Ben saw him. "Albedo," Ben hissed at the being that may have very well murdered Mai. "You killed her, you sick freak! What kind of a-"

"Isn't this coming from the young man who nearly doomed the Conductoids to extinction? If you have any brain power you will keep your ignorant mouth shut while you are in my presence, human germ," Albedo rudely interrupted in his usual condescending tone. "I don't know how you managed to live this long, but soon I shall correct Azmuth's greatest mistake: Giving you the greatest power in the known universe!"

"You're insane, Albedo. I don't give a hoot as to what Vilgax and the Guild did to my old Omnitrix. All I care about is stopping you before you do anything else stupid," Ben boldly declared as he tried to find a alien that can stand up to Dark Chomastone. He was forced to settle with Stinkfly before Albedo shot him with a laser beam.

"How dare you even think that Galvins are stupid?! You humans are fools and the shame of the universe! I **will** drive you to extinction for your foolishness. Then I shall harness Diagon's power for my own once the greater threat has been neutralized. The Galvin will thrive again!"

It didn't take long for Ben to realize that Albedo had gone off the deep end. Stinkfly didn't have any energy attacks, but his goo could only hold Dark Chromastone for so long. Hacking up the biggest loogie he could Ben spat it at Albedo as it hit the latter dead center, trapped in a wall of alien mucus. _It's not much, but Stinkfly is buying us some time._ Ben then was cut off from his thoughts by Mai's pained mummers. She looked faint and pale from the energy beam Albedo hit her with, even though there was no blood or exit wound on her person.

Ben knew that sometimes it's the wounds you can't see that are the deadliest of all. In a blind panic he took Mai in his arms, flew down to ground level then changed back to human form and dialed the others back home.

If he's lucky then they could save them both...or die trying.

**Minase Residence...**

"He's been gone for hours now. I'm worried about Ben, Yuuichi. Why hasn't he called us by now?" Nayuki whimpered as Mishio held her in a comforting hug. Tears had fallen in a steady stream since midnight hit and everyone was worried about Ben except for Yuuichi.

His arms were crossed and he looked rather annoyed over Ben's unexplained tardiness. "If Ben wants to be stupid as hell, then that's his problem, not ours!" he snarled in disgust. Rook and Jun were stunned by how cold he was being towards Ben. Luckily Mishio and Nayuki were there to try and talk some sense into him.

After taking a deep breath Mishio explained "You did not state the reasons as to why Mai needed better care from Ben. Therefore you're at fault too, you know." She took the time to sip some black tea and went on to say "Do you really think it's wise to drive away one hope for another? I know you will make the right choice in the end."

Nayuki nodded as she mummered a "Yes" to let Yuuichi know she agrees with Mishiio as well. "Ben's more than just a cute guy. He's brave and steadfast in his beliefs, just like you and Mai-chan. We have to look for him because we're scared that someone could have hurt him or worse," Nayuki said as she bunched up a bit of her skirt, trying to keep from going into a panic over Ben.

Finally Yuuichi gave up and growled "Fine. Jun and I will go look for the great and mighty Ben 10, but we don't-" A sharp ringing cut Yuuichi from his triad against Ben as Jun picked it up and answered it.

"Yello, Minase Residence."

"Jun, it's me! Albedo's attacking and he hurt Mai bad! You got to come over to the city and help me! We're by the riverside near the town square!" As Ben was telling him this the sounds of battle raged on. In fear Ben shouted "Hurry!" before the line went dead.

Jun's face went pale at what they had just overheard. "We have to go save him now. I don't know what a Albedo is, but Ben sounded terrified out of his wits over whatever it was."

Yuuichi rolled his eyes despite Jun's panic. "Ben may be a idiot, thou he does seem to be likable to some people," he snipped as he casted a glace at Mishio and Nayuki. Rook, who was upstairs heard everything and ran down to where the other were. "Stay here with the girls Rook. I don't them being left alone for too long with this Diagon freak," he ordered without giving Rook a chance to offer his aid.

Soon Jun and Yuuichi ran out of the house to where Ben and Mai were right now.

**The City, near the riverside...**

Ben was now in his Shocksquash form trying to shock Albedo away from him. Albedo however was blinded by his anger and was now in the form of Dark Feedback, a creature that looked like a black lizardman with one red eye, red striping on his chest and the Prototype Omnitrix near his neck. Two long tendrils were on his head and at the ends of not only them but his long tail and each finger were bronze plugs that were tipped with a sharp spike at the ends of them.

Ben was unsettled by this and not just because of the sharp bits on Albedo's person. Years ago Ben first unlocked his own version of Feedback and loved what the form could do. Not too long after that he began to overuse Feedback, endangering his ability to control other forms. When Malware destroyed the Feedback form Ben was tramatised for years before Azmuth managed to restore the form shortly after Vilgax damaged the Ultiamtrix during his battle with Diagon.

"Albedo, I'm beggin' ya here, _please _don't use that form!" Ben begged of his red hued 'twin', his voice prenaunt with terror as his blind electric attacks were absorbed by Dark Feedback. There was too much pain associated with Feedback, from Ben's addiction to him that he had to fight to overcome, to his horror over how Malware killed the form by ripping him from Feedback and dissolving it to dust.

"I shall use whatever form I want too, human! For far too long I never got to taste the power of the Omnitrix, even though I helped that worthless old fool build it! If I cannot have the True Omnitrix then I shall just absorb the power of it!" Albedo screamed as his tail raised up to strike Shocksquash's Omnitrix located on his green belt.

Before the attack could land on its intended target Jun ran towards Ben, blocking Albedo's tail from harming Ben. Jun paid a heavy price for his heroic deed as the spike went into his left eye, rendering it blind for as long as he will live.

Ben was horrified by the scene before him. "Jun! NNNOOOO!" In fury he grabbed Albedo's tail and threw him into the cold sea, then powered down to human form with tears in his eyes. "Jun dude, please...please don't die one me." It was taking all of Ben's willpower not to break down and cry, but he was faultering badly over how badly Jun and Mai were hurt. "You were the first friend I had coming here and I acted like an ass," he sobbed. Yuuichi came soon after and he was furious about what fate befell Jun. Ben turned his head to look at the angry young man and was only able to croak out "You have every right to hate me, but Mai and Jun need our help right now."

Yuuichi's face burned from the anger he had felt right then and there. "What kind of help can you offer that will useful, you sack of shit?!" he bellowed out as he swung a punch that connected his Ben's face, leaving a bruise that will heal in time.

No matter how much pain Ben was in right now, innocent lives always mattered more than his own. "Hate me later. If you care about your friends then HELP MEEE!" he hollered, even though his eyes were watery with his tears. Yuuichi just huffed up and picked up Mai in his arms. Ben followed suit and placed Jun, who had fainted from the shock of losing his eye, onto his back.

Without so much as a word the two teenagers carried their friends back to the house they called home. Deep within his mind Ben feared that it shall be his house no longer, but he knew that this was all his fault.

_Some scars never heal, no matter how much you want them too, _Ben thought as he trudged though the cold snow. Up ahead Yuuichi stormed back, his face awash with rage over what happened.

**Later...**

After being underwater for over a hour Albedo resurfaced in a rage. Thanks to Dark Jetray he was able to escape, but Ben got away and his chances at getting the Omnitrix were now gone for good. Ben would take pains to ensure that Albedo cannot gain the Omnitrix and Albedo knew that all he had left was revenge.

For when the Dream Eater Parasite was removed from his head it took his face along with it despite the aid of talented Galvin doctors. The ID Mask that covered the damaged remnants of his face fell off and shattered, exposing his real face being held up by staples and crude stitching. With the aid of his Omnitrix he locked onto Ben's signal and followed him closely, in the hopes of setting his feud with him once and for all.

**Back at the Minase Residence...  
**

"Not only did your 'old friend' critically injure one of my friends, you allowed Mai to get hit by one of his attacks too! We should count ourselves lucky that Mai doesn't have brain damage thanks to her healing powers!" Yuuichi roared in anger towards Ben. The brunette boy had covered his ears because of the loud shouts of Yuuichi, but even that action wasn't helping him at all. "I don't really care what the hell you call each alien form of yours; when a dark version hurts either of my friends, then you have become my enemy too!"

Rook knew he had to act fast before Yuuichi did something he would regret. After he grabbed onto Yuuichi's wrist he calmly said "Ben misunderstood what Mai was trying to figure out. Thanks to both her stubbornness and your anger issues Jun has suffered permanent damage to his left eye." Even when Yuuichi tried to break free Rook held on firmly and continued. "What happened is regrettable, but we can't dwell on it forever. It is best for both parties to admit mistakes were made and move on with our lives."

Ben turned and looked at the sleeping Jun, Nayuki and Mishio sitting by his side with Mai asleep closeby. His ruined eye was removed along with the optic never that connected it and the wound was sealed via Electrocauterization with Rook's Proto Tool. Ben felt great guilt over what happened early and while Nayuki, Mishio, Rook and Jun will not blame him, Yuuichi and Mai may still harbor ill feelings towards him.

Unbeknownst to the group Albedo was waiting outside, ready to settle the score once and for all. _I will gain the power of Diagon and then I shall bring a new era to my people! Even Azmuth will bow before the greatest mind the Galvins have or will ever know in this or any other universe! _he thought to himself, an insane look plastered on his heavy scarred face. He was unaware that four others were watching him with baited breath, awaiting the moment when the victor will be reveled and the loser shall lose it all.

The last duel between Ben and Albedo was close at hand...

**Next time: What will happen to Jun and Mai? Will Ben ever forgive himself? Will Yuuichi chill out? And will Albedo lose this battle or does he have a trick or two up his sleeves?**

**Find out in the thrilling conclusion of "Oh My Mai!"**


End file.
